RENT.COM.AU LIMITED — Share Issue/Capital Change 2015

Oct 21, 2015

ASX Announcement Rent.com.au Limited ASX: RNT

22 October 2015

EXPIRY OF LISTED OPTIONS

Rent.com.au Limited (ASX: RNT) (“the Company”) confirms that 823,540 listed options (ASX: RNTOA) ($11.67, 30 September 2015) expired at 5.00pm (AWST) on 30 September 2015.

In addition, the Company has issued two (2) secondary options exercisable at $15.00 and expiring on 31 March 2017. An Appendix 3B is enclosed in this regard.

ENDS

Further information: John Gardner / Peter Kermode, Citadel ‐ MAGNUS +61 8 6160 4900

ABOUT RENT.COM.AU

Rent.com.au is the only national web portal in Australia that focuses entirely on the property rental market which includes listings from both property agents and non-agent private landlords. Rent.com.au was established in 2007 by experienced real estate and new media entrepreneur Mr. Mark Woschnak. Mr Woschnak has more than 25 years’ experience in real estate, digital publishing and classified services.

Since inception, Rent.com.au has focused on the development of the necessary technology, product alliances and critical mass of content to be ready to fully commercialise the platform. It is now a top ten national property website and has recently listed on the ASX following a successful capital raising of $5 million at 20c per share from sophisticated and high net worth investors. The capital raised will be used to commence commercialising the site by deploying a national marketing campaign to increase traffic to the site and agent listings content, and commence shifting the large volume of offline non-agent landlord listings to online at rent.com.au.

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Rent.com.au Limited

ABN

25 062 063 692

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Unlisted options ($15.00, 31 March 2017)
	Two (2)
	Unlisted options ($15.00, 31 March 2017)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A

No

Nil

• See chapter 19 for defined terms.

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6e Number of[+] securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued Two (2) under an exception in rule 7.2 6g If[+] securities issued under rule n/a 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under n/a rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining 7.1 – 13,169,876 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 7.1A – n/a and release to ASX Market Announcements 7 +Issue dates 22 October 2015 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number +Class 8 Number and +class of all 75,951,821 Fully paid ordinary +securities quoted on ASX shares. ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	11,847,353 115,507 8,160,771 8,160,771 8,160,771 2,228,253 2,228,253 2,228,253 1,930,226 1,930,226	Vendor Shares escrowed for 24 months from date quotation of securities recommences Unlisted options ($12.00, 30 June 2016) Class A Performance Shares (3,933,169 escrowed for 24 months until 23 June 2017 and 4,227,602 escrowed to 17 June 2016). Conversion ratio into ordinary shares is 1:1. Class B Performance Shares (4,355,255 escrowed for 24 months until 23 June 2017 and 3,805,516 escrowed to 17 June 2016). Conversion ratio into ordinary shares is 1:1. Class C Performance Shares (6,184,283 escrowed for 24 months until 23 June 2017 recommences and 1,976,488 escrowed to 17 June 2016). Conversion ratio into ordinary shares is 1:1. Tranche 1 Performance Rights (2,228,253 escrowed for 24 months until 23 June 2017) Tranche 2 Performance Rights (2,228,253 escrowed for 24 months until 23 June 2017) Tranche 3 Performance Rights (2,228,253 escrowed for 24 months until 23 June 2017) Tranche 4 Performance Rights (1,413,181 escrowed for 24 months until 23 June 2017) Tranche 5 Performance Rights (1,413,181 escrowed for 24 months until 23 June 2017)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	1,930,225 10,000,000 4,500,000 4,500,000 4,953,334 4,953,334 4,953,332 7,000,000 2	Tranche 6 Performance Rights (1,413,181 escrowed for 24 months until 23 June 2017) Tranche 1 Employee Options (0.25, 5 year expiry) (10,000,000 escrowed for 24 months until 23 June 2017) Tranche 2 Employee Options (0.25, 5 year expiry) (4,500,000 escrowed for 24 months until 23 June 2017) Tranche 3 Employee Options (0.25, 5 year expiry) (4,500,000 escrowed for 24 months until 23 June 2017) Tranche 4 Employee Options (0.30, 5 year expiry) (4,016,668 escrowed for 24 months until 23 June 2017) Tranche 5 Employee Options (0.30, 5 year expiry) (4,016,666 escrowed for 24 months until 23 June 2017) Tranche 6 Employee Options(0.30, 5 year expiry) (4,016,666 escrowed for 24 months until 23 June 2017) Advisor Options ($0.30, 5 year expiry) (7,000,000 escrowed for 24 months until 23 June 2017) Unlisted options ($15.00, 31 March 2017)
	See page 26 of the Prospectus dated 7 April 2015.

Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities

( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• See chapter 19 for defined terms.

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35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which n/a +quotation is sought 39 +Class of +securities for which n/a quotation is sought 40 Do the[+] securities rank equally in n/a all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation n/a now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all n/a n/a +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

22 October 2015

Sign here: ............................................................ Date: ......................... ( ~~Director~~ /Company secretary)

Steven Wood

Print name:

.........................................................

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 383] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 324,923,226 (pre – consolidation)
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 16/3/15 – option conversion – 2
(pre – consolidation)
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an 27/5/2015 – consolidation – (315,173,949)
exception in rule 7.2
17 June 2015 – placement – 25,000,000
• Number of fully paid [+] ordinary securities
17 June 2015 – vendor consideration –
issued in that 12 month period with
shareholder approval 53,049,895
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 87,799,174
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	13,169,876
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”	nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	13,169,876
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	13,169,876 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	13,169,876
Note: number must be same as shown in
Step 2
Subtract“C”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	13,169,876
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E”

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” [ Note: this is the remaining placement capacity under rule 7.1A]

• See chapter 19 for defined terms.

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