RENT.COM.AU LIMITED — Share Issue/Capital Change 2016

Sep 12, 2016

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	+Classof +securitiesissued or tobe issued	1.Tranche 5 Performance Rights2.Tranche 6 Performance Rights3.Tranche 7 Options4.Tranche 8 Options5.Tranche 9 Options
2	Number of +securitiesissued ortobeissued(ifknown)ormaximum number which may beissued	1.3,283,7412.3,283,7413.1,250,0004.1,250,0005.1,250,000
3	Principal terms of the +securities(e.g.ifoptions,exercisepriceand expiry date; if partly paid+securities,theamountoutstanding and due dates for+convertiblepayment;ifsecurities, the conversion priceand dates for conversion)	1.Achievementofmorethan$10mrevenue in any 12 month period on orbefore 31 December 20182.Achievementofmorethan$3mEBITDA in any 12 month period on orbefore 31 December 20193.$0.25 exercise price, expiry 9/9/20214.$0.35 exercise price, expiry 9/9/20215.$0.50 exercise price, expiry 9/9/2021Allsecuritiesvestuponcontinuousemployment with the group until 30/6/2018.

+ See chapter 19 for defined terms.

4	Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities?If the additional +securitiesdonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	Notapplicable.Theseareunquotedsecurities. Any ordinary shares issued uponconversionoftheunquotedsecuritiesbecause of achieving performance hurdles oruponoptionsbeingexercised,willrankequallywithexistingfullypaidordinaryshares.
5	Issue price or consideration	Nil.
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Issued to Greg Bader, Chief Executive Officer,pursuanttotheCompany'slongtermincentive plan (LTIP).
6a	Is the entity an +eligibleentity	Yes
	that has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securitiesthesubject of this Appendix 3B, andcomply with section 6i
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	27 November 2015
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	Nil

+ See chapter 19 for defined terms.

• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 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.
• 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
• 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 +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.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
129,725,905	Fully paid ordinary shares

Number +Class

Nil

n/a

n/a

Nil

10,317,482 (Exception 9)

7.1 – 22,318,525

7.1A – 14,879,017

9th September 2016

+ See chapter 19 for defined terms.

9	+classNumberandofall+securitiesnot quoted on ASX+securities(includingtheinsection 2 if applicable)	19,064,263	Vendor Shares escrowedfor 24 months from datequotationofsecuritiesrecommences
		7,165,825	ClassBPerformanceShares(4,355,255escrowed for 24 monthsuntil23June2017).Conversionratiointoordinary shares is 1:1.
		7,165,825	ClassCPerformanceShares(6,184,283escrowed for 24 monthsuntil23June2017).Conversionratiointoordinary shares is 1:1.
		117,277	Tranche1PerformanceRights (escrowed for 24monthsuntil23June2017)
		117,277	Tranche2PerformanceRights (escrowed for 24monthsuntil23June2017)
		117,277	Tranche3PerformanceRights (escrowed for 24monthsuntil23June2017)
		765,110	Tranche4PerformanceRights (240,416 escrowedfor 24 months until 23June 2017)
		4,088,851	Tranche5PerformanceRights (240,419 escrowedfor 24 months until 23June 2017)
		4,088,850	Tranche 6 PerformanceRights (240,416escrowed for 24 monthsuntil 23 June 2017)
		10,000,000	Tranche 1 EmployeeOptions (0.25, 5 yearexpiry) (10,000,000escrowed for 24 monthsuntil 23 June 2017)

+ See chapter 19 for defined terms.

4,500,000	Tranche 2 EmployeeOptions (0.25, 5 yearexpiry) (4,500,000escrowed for 24 monthsuntil 23 June 2017)
4,500,000	Tranche 3 EmployeeOptions (0.25, 5 yearexpiry) (4,500,000escrowed for 24 monthsuntil 23 June 2017)
5,561,667	Tranche 4 EmployeeOptions (0.30, 5 yearexpiry) (4,016,668escrowed for 24 monthsuntil 23 June 2017)
5,561,667	Tranche 5 EmployeeOptions (0.30, 5 yearexpiry) (4,016,666escrowed for 24 monthsuntil 23 June 2017)
5,561,666	Tranche 6 EmployeeOptions (0.30, 5 yearexpiry) (4,016,666escrowed for 24 monthsuntil 23 June 2017)
1,250,000	Tranche 7 EmployeeOptions (0.25, 5 yearexpiry)
1,250,000	Tranche 8 EmployeeOptions (0.35, 5 yearexpiry)
1,250,000	Tranche 9 EmployeeOptions (0.50, 5 yearexpiry)
7,000,000	Advisor Options ($0.30, 5year expiry) (7,000,000escrowed for 24 monthsuntil 23 June 2017)
2	Unlisted options ($15.00,31 March 2017)

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

See page 19 of the Prospectus dated 7 April 2016.

+ See chapter 19 for defined terms.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or non‐renounceable?
13	Ratio in which the +securitieswillbe offered
14	+Classof +securitiesto which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how their
	entitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to the issue

+ See chapter 19 for defined terms.

• 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
• 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

+ See chapter 19 for defined terms.

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

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+securitiessetting 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 +securitiesfor which+quotationis sought
39	+Class+securitiesofforwhichquotation is sought
40	Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities?If the additional +securitiesdo notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(ifissueduponconversionofanother +security,clearly identifythat other +security)
42	+classNumberandofall+securitiesquotedonASX(including the +securitiesin clause38)	Number	+Class

+ 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: ............................................................Date: 9 September 2016 (Director/Joint Company secretary)

Print name: Jan Ferreira

== == == == ==

+ 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 placement capacity iscalculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	87,799,174
Add the following:	13,169,875 - Placement – 23/11/2015
Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2	8,160,771–conversionofClassAPerformance Shares into Ordinary Shares –4/4/2016
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval	14,495,891 – pro rata entitlement offer andshortfallapplicationsfromEligibleShareholders – 9/5/2016
Number of partly paid +ordinary•securities that became fully paid in that12 month period	21,880,716–shortfallallotmenttounderwriters of pro rata entitlement offer –10/5/2016
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items	3,283,741 – conversion of PerformanceRights – 26/7/2016
Subtract the number of fully paid+ordinary securities cancelled during that12 month period	Nil
"A"	148,790,168

+ 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	22,318,525
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that hasalready been used
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 underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"	nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacityunder rule 7.1
"A" x 0.15	22,318,525
Note: number must be same as shown inStep 2
Subtract "C"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	22,318,525
	[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 placement capacity iscalculated
"A"	148,790,168
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	14,879,017
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that hasalready been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	Nil
Notes:•This applies to equity securities – notjust 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 securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"	Nil

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacityunder rule 7.1A
"A" x 0.10	14,879,017
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	14,879,017
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.