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

Aug 12, 2015

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 a) Employee options
• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• b) Performance rights
• a) Tranche 4 133,333 Tranche 5 – 133,333 Tranche 6 – 133,334 Total Employee options – 400,000 b) Tranche 4 – 46,667
  • Tranche 5 46,667 Tranche 6 – 46,666 Total Performance rights- 140,000

+ See chapter 19 for defined terms.

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)

a) Employee Options: Tranche 4 – $0.30, expiry 5 years from grant date. Vest upon continuous employment with the group until 30 June 2017 and the Current Market Price* in relation to a Share reaching $0.30 prior to the expiry date of the options. Tranche 5 – $0.30, expiry 5 years from grant date. Vest upon continuous employment with the group until 30 June 2017 and the Current Market Price* in relation to a Share reaching $0.40 prior to the expiry date of the options. Tranche 6 – $0.30, expiry 5 years from grant date. Vest upon continuous employment with the group until 30 June 2017 and the Current Market Price* in relation to a Share reaching $0.60 prior to the expiry date of the options.

Note: Current Market Price is defined in the Company's Long Term Incentive Plan (LTIP) as being the Volume Weighted Average Price as sold on the ASX for the five (5) previous trading days.

b) Performance Rights:

Tranche 4 – will vest upon continuous employment with the group until 30 June 2017 and achievement of greater than 500,000 unique visitors to the website www.rent.com.au in each of 3 consecutive months, on or before 31 December 2018. Rights will expire on 31 January 2019.

Tranche 5 – will vest upon continuous employment with the group until 30 June 2017 and achievement of greater than $10,000,000 in revenue by Rent in any 12 month period on or before 31 December 2018. Rights will expire at 5pm on the date which is 14 days after the release of the audited financial reports for the period ended 31 December 2018.

Tranche 6 – will vest upon continuous employment with the group until 30 June 2017 and achievement of greater than $3,000,000 EBITDA by Rent in any 12 month period on or before 31 December 2019. Rights will expire at 5pm on the date which is 14 days after the release of the audited financial reports for the period ended 31 December 2019.

+ See chapter 19 for defined terms.

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 a) Employee options nil
• 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

• a) No. Upon achievement of vesting conditions the options will be converted into ordinary shares and they will rank equally with existing fully paid ordinary shares

• b) No. Upon achievement of performance milestones the rights will be converted into ordinary shares and rank equally with existing fully paid ordinary shares.

• b) Performance rights nil

• a) Employee options granted to a key employee under the Company's LTIP

• b) Performance rights granted to a key employee under the Company's LTIP

No

n/a

n/a

n/a

+ See chapter 19 for defined terms.

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) n/a 6f Number of +securities issued under an exception in rule 7.2 Exception 9: a) Employee options – 400,000 b) Performance rights- 140,000 6g If +securities issued under rule 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. n/a 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements n/a 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7.1 – 13,169,876 7.1A – n/a 7 +Issue dates 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. 13 August 2015

Number +Class 8 Number and +class of all +securities quoted on ASX (including the +securities in 75,951,821 823,540 Fully paid ordinary shares. Listed Options ($11.67, 30 September 2015)

Cross reference: item 33 of Appendix 3B.

section 2 if applicable)

+ See chapter 19 for defined terms.

9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	11,847,353	VendorSharesescrowedfor24monthsfromdatequotationofsecurities recommences
		115,507	Unlisted options ($12.00, 30 June2016)
		8,160,771	ClassAPerformanceShares(3,933,169escrowed for 24 monthsuntil 23 June 2017and 4,227,602escrowed to 17 June 2016). Conversionratio into ordinary shares is 1:1.
		8,160,771	ClassBPerformanceShares(4,355,255escrowed for 24 monthsuntil 23June 2017and 3,805,516escrowed to 17 June 2016). Conversionratio into ordinary shares is 1:1.
		8,160,771	ClassCPerformanceShares(6,184,283escrowed for 24 monthsuntil 23 June 2017 recommences and1,976,488 escrowed to 17 June 2016).Conversion ratio into ordinary sharesis 1:1.
		2,228,253	Tranche1PerformanceRights(2,228,253 escrowed for 24 monthsuntil 23 June 2017)
		2,228,253	Tranche2PerformanceRights(2,228,253 escrowed for 24 monthsuntil 23 June 2017)
		2,228,253	Tranche3PerformanceRights(2,228,253 escrowed for 24 monthsuntil 23 June 2017)
		1,930,226	Tranche4PerformanceRights(1,413,181 escrowed for 24 monthsuntil 23 June 2017)
		1,930,226	Tranche5PerformanceRights(1,413,181 escrowed for 24 monthsuntil 23 June 2017)

+ See chapter 19 for defined terms.

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

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	n/a
12	Is the issue renounceable or nonrenounceable?	n/a
13	Ratio in which the +securitieswill be offered	n/a
14	+Class of +securities to which theoffer relates	n/a
15	+Recorddatetodetermineentitlements	n/a

+ See chapter 19 for defined terms.

16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	n/a
17	Policy for deciding entitlementsin relation to fractions	n/a
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	n/a
19	Closingdateforreceiptofacceptances or renunciations	n/a
20	Names of any underwriters	n/a
21	Amount of any underwriting feeor commission	n/a
22	Names of any brokers to theissue	n/a
23	Fee or commission payable tothe broker to the issue	n/a
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	n/a
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	n/a
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	n/a

+ See chapter 19 for defined terms.

27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	n/a
28	Date rights trading will begin (ifapplicable)	n/a
29	Date rights trading will end (ifapplicable)	n/a
30	How do security holders selltheir entitlements in full througha broker?	n/a
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	n/a
32	How do security holders disposeof their entitlements (except bysale through a broker)?	n/a
33	+Issuedate	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.

35	If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37	A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	n/a
39	+Class of +securities for whichquotation is sought	n/a
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	n/a
	If the additional +securities donot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they do
	not rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period	n/a
	(if issued upon conversion ofanother +security, clearly identifythat other +security)
42	+classNumberandofall+securitiesquotedonASX(including the +securities in clause38)	Numbern/a	+Classn/a

+ See chapter 19 for defined terms.

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.

Sign here:	13 August 2015Date:
	(Director/Company secretary)
Print name:	Steven Wood
	== == == == ==

+ See chapter 19 for defined terms.

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 placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	324,923,226 (pre – consolidation)
Add the following:Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline itemsSubtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	16/3/15 – option conversion – 2(pre – consolidation)27/5/2015 – consolidation – (315,173,949)17 June 2015 – placement – 25,000,00017 June 2015 – vendor consideration –53,049,895Nil
"A"	87,799,174

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	13,169,876
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	13,169,876
Note: number must be same as shown inStep 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 placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity 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 rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:•This applies to equity securities – not
just ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed
•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific security
holder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"
	[Note: this is the remaining placementcapacity under rule 7.1A]

+ See chapter 19 for defined terms.