RENT.COM.AU LIMITED — Proxy Solicitation & Information Statement 2016

Apr 14, 2016

RENT.COM.AU LIMITED ACN 062 063 692

NOTICE OF GENERAL MEETING

TIME : 10.30 am (Perth time) DATE : 16 May 2016 PLACE : King's Park Room, Quest West Perth, 54 Kings Park Road, West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9322 7600.

CONTENTS
Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	7
Proxy Form and Form of Instruction	10
IMPORTANT INFORMATION
Time and place of Meeting

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30 am on 16 May 2016 at:

King's Park Room

Quest West Perth

54 Kings Park Road West Perth WA 6005

Your vote is important

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

Voting eligibility

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 Shareholders at 10.30 am (WST) on 14 May 2016. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by 10.30 am WST on 14 May 2016 to the address shown on the Proxy Form and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• (a) each Shareholder has a right to appoint a proxy;

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

• (c) a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one‐ half of the votes.

For the purposes of section 249X(1A) of the Corporations Act, Shareholders are advised that the proxy appointed may be an individual or a body corporate. A body corporate appointed as a Shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. The effect of these sections is that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

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• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these sections are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• (c) if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non‐chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• (b) the appointed proxy is not the chair of the meeting; and

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• (i) the proxy is not recorded as attending the meeting; or

• (ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Bodies corporate

In accordance with section 250D of the Corporations Act, a body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at a meeting of a company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed (such as: (i) a letter or certificate, executed in accordance with the body corporate’s constitution or the Corporations Act, authorising the person as a representative; or (ii) a copy of a resolution, certified by a secretary or a director of the body corporate, appointing the person as a representative), unless it has previously been given to the Company.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10.30am (WST) on 16 May 2016 at King's Park Room, Quest West Perth, 54 Kings Park Road, West Perth WA 6005.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 10.30am (WST) on 14 May 2016. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary in section 3 of the Explanatory Statement.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

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 of 13,169,875 Shares each at an issue price of $0.28 ( Placement Shares ) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 1 by a person who participated in the issue of the Placement Shares sought to be ratified under this Notice and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting 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.

2. RESOLUTION 2 – AUTHORITY TO GRANT TOP UP OPTIONS

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 7.1 and for all other purposes, Shareholders approve and authorise the Directors to grant up to 10,000,000 Top Up Options each excisable at $0.15 on or before the date that is 3 months from the date of issue to L1 Capital (and/or its nominees) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by L1 Capital and its nominees and a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed, and any associates of those persons.

However, the Company will not disregard a vote if:

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• (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: 15 April 2016

By order of the Board

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MR GARRY GARSIDE NON‐EXECUTIVE CHAIRMAN

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

This Explanatory Statement should be read in conjunction with, and forms part of, the Notice of Meeting.

Capitalised terms in this Explanatory Statement are defined in the Glossary.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

1.1 General

On 23 November 2015 the Company issued 13,169,875 Shares at an issue price of $0.28 per Share to raise $3,687,565. The Placement Shares were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1.

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

1.2 ASX Listing Rule 7.1 and 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities or other securities with rights on conversion to equity (such as an option), 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 that 12 month period.

The issue of the Placement Shares was permitted under ASX Listing Rule 7.1.

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) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1 and therefore not reduce the company’s 15% annual placement capacity.

By Shareholders approving this resolution and ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 1 is an ordinary resolution.

1.3 ASX Listing Rule 7.5 disclosure information

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

• (a) 13,169,875 Shares were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1;

• (b) the issue price of the Placement Shares was $0.28 per Share;

• (c) the Placement Shares are all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Placement Shares were issued to sophisticated investors known to the Company. None of these subscribers were related parties of the Company;

• (e) the funds raised from this issue were used primarily on expanding marketing activities, further product development and national sales capability to accelerate growth momentum, and for working capital; and

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

The Board recommends that Shareholders vote in favour of Resolution 1.

The Chair intends to vote all proxies in favour of Resolution 1.

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2. RESOLUTION 2 – AUTHORITY TO GRANT TOP UP OPTIONS

2.1 General

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the grant of up to 10,000,000 Top Up Options to one of the sub‐underwriters of the Rights Issue, L1 Capital (and/or its nominees) as consideration for its sub‐underwriting commitment in relation to the Rights Issue.

A summary of ASX Listing Rule 7.1 is provided in section 1.2.

Shareholder approval has been sought by the Company pursuant to ASX Listing Rule 7.1 to preserve its ability to use the 15% threshold exemption going forward.

Resolution 2 is an ordinary resolution.

• 2.2 ASX Listing Rule 7.3 disclosure information

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Top Up Options:

• (a) The maximum number of Top Up Options that may be granted under Resolution 2 is 10,000,000.

• (b) The Company will grant the Top Up Options no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that all of the Top Up Options will be granted on the same date.

• (c) The Top Up Options will be granted for nil cash consideration as part of the fee L1 Capital sub‐underwriting the Rights Issue. Accordingly, no funds will be raised from the grant of the Top Up Options to L1 Capital.

• (d) The Top Up Options will be granted to L1 Capital or their nominees, who are not a related party of the Company.

• (e) The Top Up Options will each be exercisable at $0.15 on or before the date which is 3 months after the date of issue and otherwise have the terms and conditions as set out in Schedule 1.

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

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3. GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

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

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

L1 Capital means L1 Capital Pty Ltd (ACN 125 378 145)

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Options means an option to acquire a Share.

Placement has the meaning given in section 1.1 of the Explanatory Statement.

Placement Shares has the meaning given in Resolution 1.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Rights Issue means the one (1) for three (3) non‐renounceable, pro‐rata offer by the Company as per the Prospectus lodged with the ASX and ASIC on 7 April 2016.

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

Shareholder means a registered holder of one or more Shares.

Top Up Option means an Option exercisable at $0.15 on or before the date that is 3 months from the date of issue and otherwise with the terms and conditions in Schedule 1.

Underwriter means Jett Capital Advisors Pty Ltd (ACN 603 930 418).

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF TOP UP OPTIONS

The following sets out the terms and conditions of the Top Up Options.

(a) Entitlement

Top Up Option entitles the holder to subscribe for one Share upon exercise.

(b) Exercise price and Vesting Date

The exercise price of each Top Up option is $0.15.

(c) Vesting Date

Each Top Up Option vests immediately.

(d) Expiry date

The expiry date of each Top Up Option is the date that is three months from the date of issue.

(e) Exercise period

An Top Up Option may only be exercised at any time after the date of issue and prior to the date that the Top Up Option expires in item (d) above.

• (f) Notice of exercise

The Top Up Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Top Up Option being exercised. Any Notice of Exercise of a Top Up Option received by the Company will be deemed to be a notice of the exercise of that Top Up Option as at the date of receipt.

(g) Shares issued on exercise

Shares issued on exercise of the Top Up Options will rank equally with the then issued Shares of the Company.

• (h) Top Up Options not quoted

The Company will not apply to ASX for quotation of the Top Up Options.

(i) Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Top Up Options.

• (j) Timing of issue of Shares

After a Top Up Option is validly exercised, the Company must as soon as possible:

• (i) issue the Share; and

• (ii) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Top Up Option.

• (k) Participation in new issues

There are no participation rights or entitlements inherent in the Top Up Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Top Up Options.

(l) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a Top Up Option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the Top Up Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

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(m) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Top Up Option.

(n) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the option holder may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

(o) Top Up Options not transferable

The Top Up Options are not transferable.

(p) Lodgement instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Top Up Options with the appropriate remittance should be lodged at the Company's share registry

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Appointment of Proxy Form

RENT.COM.AU LIMITED

ACN 062 063 692

P R O X Y F O R M

The Company Secretary Rent.com.au Limited By delivery: By post: By facsimile: By email: c/‐ Grange Consulting PO Box 1263 +61 8 9322 7602 sw@grangeconsulting.com.au 945 Wellington Street WEST PERTH WA 6872 WEST PERTH WA 6005 I/We Insert name being a Shareholder entitled to attend and vote at the Meeting, hereby appoint: Name of proxy: Insert proxy’s name Address of proxy: Insert proxy’s address

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair of the Meeting, or the Chair’s nominee, as my/our proxy to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at the King's Park Room, Quest West Perth, 54 Kings Park Road, West Perth WA 6005 on 16 May 2016 at 10.30am (WST), and at any adjournment or postponement thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Ratification of Prior Issue of Shares
Resolution 2	Authority to Grant Top Up Options

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is: _____%

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary Contact Name: _______	Date: _ Shareholder 2 Director _ Contact Ph (daytime): _____	__ Shareholder 3
		Director/Company Secretary ______

Proxy Notes:

A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting. If the Shareholder is entitled to cast 2 or more votes at the General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that General Meeting, the representative of the body corporate to attend the General Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

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You must sign this form as follows in the spaces provided: Joint Holding: where the holding is in more than one name all of the holders should sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the General Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the General Meeting (WST).

Hand deliveries : C/‐ Grange Consulting 945 Wellington Street WEST PERTH WA 6005 Postal address: PO Box 1263 WEST PERTH WA 6872 Facsimile: (08) 9322 7602 if faxed from within Australia or + 61 8 9322 7602 if faxed from outside Australia. Email: sw@grangeconsulting.com.au

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