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RENT.COM.AU LIMITED Share Issue/Capital Change 2017

Jan 12, 2017

65722_rns_2017-01-12_5605b827-a982-4eab-85e8-a60342adf6b9.pdf

Share Issue/Capital Change

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RENT.COM.AU ISSUE OF SHARES UNDER LONG TERM INCENTIVE PLAN

Rent.com.au Limited (ASX: RNT) ("the Company"), Australia's Number 1 website dedicated to rental property, has today issued 795,720 ordinary shares to directors and employees of the Company upon conversion of previously issued Performance Rights.

The Performance Rights were issued on 17 June 2015 following shareholder approval and were subject to both a performance vesting condition (500,000 UV's per month) and a length o f service vesting condition (31 December 2016), with the performance hurdle having been achieved in March 2016.

The length of service vesting condition was satisfied on 31 December 2016, resulting in the conversion of the Performance Rights.

Holder Performance Rights Convertingto Ordinary Shares Escrowed Date
Garry Garside (Chairman) 111,413 23 June 2017 See attached 3Y
John Wood (Director) 58,638 23 June 2017 See attached 3Y
Sam McDonagh (Director) 187,642 23 June 2017 See attached 3Y
Other staff 438,027 n/a
Total 795,720

The attached Appendix 3B details the capital structure of the Company following this issue.

Jan Ferreira Joint Company Secretary

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

Fully paid ordinary shares

795,720

  • 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)

Fully paid ordinary shares

+ See chapter 19 for defined terms.

4 Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities? Yes ‐ Fully paid ordinary shares
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
5 Issue price or consideration Nil.
6 Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) Conversion of Performance Rights to Fullypaid ordinary shares following satisfaction ofvestingconditionssetoutinProspectusdated 7 April 2015.
6a Is the entity an +eligibleentitythat has obtained security holderapproval under rule 7.1A? No
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 n/a
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
180,361,474 Fully paid ordinary shares

Number +Class

795,720 (Exception 4)

n/a

Nil

Nil

n/a

7.1 – 15,017,515

7.1A ‐ Nil

13 January 2017

  • See chapter 19 for defined terms.
19,421,956 Vendor Shares escrowedfor 24 months from datequotationofsecuritiesrecommences
8,160,771 ClassBPerformanceShares(4,355,255escrowed for 24 monthsuntil23June2017)Conversionratiointoordinary shares is 1:1.
8,160,771 ClassCPerformanceShares(6,184,283escrowed for 24 monthsuntil23June2017).Conversionratiointoordinary shares is 1:1.
117,277 Tranche2PerformanceRights (escrowed for 24monthsuntil23June2017)
117,277 Tranche3PerformanceRights (escrowed for 24monthsuntil23June2017)
86,667 Tranche4PerformanceRights
4,088,851 Tranche5PerformanceRights (240,416 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)
4,500,000 Tranche 2 EmployeeOptions (0.25, 5 yearexpiry) (4,500,000escrowed for 24 monthsuntil 23 June 2017)

+ See chapter 19 for defined terms.

4,500,000 Tranche 3 EmployeeOptions (0.25, 5 yearexpiry) (4,500,000escrowed for 24 monthsuntil 23 June 2017)
5,471,667 Tranche 4 EmployeeOptions (0.30, 5 yearexpiry) (4,016,668escrowed for 24 monthsuntil 23 June 2017)
5,471,667 Tranche 5 EmployeeOptions (0.30, 5 yearexpiry) (4,016,666escrowed for 24 monthsuntil 23 June 2017)
5,471,666 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? n/a
12 Is the issue renounceable or non‐renounceable? n/a
13 Ratio in which the +securitieswillbe offered n/a
14 +Classof +securitiesto which theoffer relates n/a
15 +Recorddatetodetermineentitlements n/a
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 the issue n/a
23 Fee or commission payable to thebroker to the issue n/a

+ See chapter 19 for defined terms.

24 Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders n/a
25 Iftheissueiscontingentonsecurityholders'approval,thedate of the meeting n/a
26 Date entitlement and acceptanceform and offer documents will besent to persons entitled n/a
27 If the entity has issued options,andthetermsentitleoptionholders to participate on exercise,the date on which notices will besent to option holders 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 sell theirentitlementsinfullthroughabroker? n/a
31 How do security holders sell partof their entitlements through abroker and accept for the balance? 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

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 n/a
39 +Class+securitiesofforwhichquotation is sought n/a
40 Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted n/a
+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 quotation n/a
nowExample: In the case of restricted securities, endof restriction period
(ifissueduponconversionofanother +security,clearly identifythat other +security)
Number +Class
+class
42 Numberandofall n/a n/a
+securitiesquotedonASX
(including the +securitiesin clause

+ 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.
  • 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: 13 January 2017
(Director/Company secretary)

Print name: Jan Ferreira

== == == == ==

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

+ 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 +ordinary100,969,049securities on issue 12 months before the+issue date or date of agreement to issue
Add the following:
Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2 8,160,771–conversionofClassAPerformanceSharesintoOrdinaryShares – 4/4/2016
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval 14,495,891 – pro rata entitlement offerand shortfall applications from EligibleShareholders – 9/5/2016
Number of partly paid +ordinary•securities that became fully paid in that12 month period 21,880,716–shortfallallotmenttounderwritersofprorataentitlementoffer – 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 – 26/7/20166,904,557 – pro rata entitlement offerand shortfall applications from EligibleShareholders – 17/11/201630,292,985–shortfallallotmenttounderwritersofprorataentitlementoffer – 23/11/2016795,720–conversionofPerformanceRights into Ordinary Shares – 13/1/2017
Subtract the number of fully paid+ordinary securities cancelled during that12 month period Nil
"A" 186,783,430

+ 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 28,017,515
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued: 13,000,000 – Placement – 26/10/2016
•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" 13,000,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15 28,017,515
Note: number must be same as shown inStep 2
Subtract "C" 13,000,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C" 15,017,515
[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" n/a
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 n/a
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 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 remainingplacement capacity under rule 7.1A
"A" x 0.10 n/a
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" n/a
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

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 Garry Garside
Date of last notice 23 November 2016

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.
Nature of indirect interest(including registered holder) A.Direct.
Note: Provide details of the circumstances giving rise to the relevantinterest. B.The Cyclis Group Pty Ltd atf The GarsideFamily Trust – Director and Beneficiary
C.GarryDesmondGarside&FrancesSambrailo Garside <the fund<br="" prime="" super="">A/C> – Beneficiary
Date of change 13 January 2017

+ See chapter 19 for defined terms.

No. of securities held prior to change
A. Subject to 24 month escrow until 23 June 2017:
I.58,639 Tranche 1 Performance Rights
II.58,639 Tranche 2 Performance Rights
III.58,639 Tranche 3 Performance RightsIV.52,774 Tranche 4 Performance Rights
V.52,774 Tranche 5 Performance Rights
VI.52,774 Tranche 6 Performance Rights
VII.500,000 Tranche 1 Employee Options
($0.25, 17 June 2020)
VIII.150,000 Tranche 4 Employee Options
($0.30, 17 June 2020)
IX.150,000 Tranche 5 Employee Options($0.30, 17 June 2020)
X.150,000 Tranche 6 Employee Options
($0.30, 17 June 2020)
B. 113,043 Fully Paid Ordinary Shares
Subject to 24 month escrow:
I.452,175 Fully Paid Ordinary Shares
II.60,285 Class B Performance SharesIII.60,285 Class C Performance Shares
C. 3,092,566 Fully Paid Ordinary Shares
Subject to 24 month escrow:
I.230,406 Fully Paid Ordinary Shares
II.230,406 Class B Performance Shares
I.230,406 Class C Performance Shares
Class
A.n/a
B.Ordinary shares
C.Ordinary shares
Number acquired A.111,413 Fully Paid Ordinary Shares
B.Nil
C.Nil
Number disposed A.58,639 Tranche 1 Performance Rights
52,774 Tranche 4 performance Rights
B.Nil
C.Nil
Value/Consideration A.Nil
Note: If consideration is non‐cash, provide details and estimatedvaluation
B.Nil
C.Nil

+ See chapter 19 for defined terms.

No. of securities held after change A. Subject to 24 month escrow until 23 June 2017:
I.111,413 Fully Paid Ordinary Shares
II.58,639 Tranche 2 Performance Rights
III.58,639 Tranche 3 Performance Rights
IV.52,774 Tranche 5 Performance Rights
V.52,774 Tranche 6 Performance Rights
VI.500,000 Tranche 1 Employee Options
($0.25, 17 June 2020)
VII.150,000 Tranche 4 Employee Options
($0.30, 17 June 2020)
VIII.150,000 Tranche 5 Employee Options
($0.30, 17 June 2020)
IX.150,000 Tranche 6 Employee Options
($0.30, 17 June 2020)
B. 113,043 Fully Paid Ordinary Shares
Subject to 24 month escrow:
I.452,175 Fully Paid Ordinary Shares
II.60,285 Class B Performance Shares
III.60,285 Class C Performance Shares
C. 3,092,566 Fully Paid Ordinary Shares
Subject to 24 month escrow:
I.230,406 Fully Paid Ordinary SharesII.230,406 Class B Performance Shares
III.230,406 Class C Performance Shares
Nature of change Conversion of Performance Rights to Fully paid
Example: on‐market trade, off‐market trade, exercise of options, issueof securities under dividend reinvestment plan, participation in buy‐ ordinary shares following satisfaction of vesting
back conditions set out in Prospectus dated 7 April 2015.

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 whichinterest related prior to changeNote: Details are only required for a contract in relationto which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non‐cash, provide details andan estimated valuation
Interest after change

+ See chapter 19 for defined terms.

Part 3 – +Closed period

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

+ See chapter 19 for defined terms.

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 3 January 2017

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.

A. Direct.
B. Indirect.
C. Indirect.
D. Indirect.
A. Direct
B. Reefbay Holdings Pty Ltd atf The John & GeorginaWood Family Trust - Director and beneficiary
C. Reefbay Holdings Pty Ltd – Director
D. Rent Investment Pty Ltd atf Rent Investment UnitTrust - Director and beneficiary
13 January 2017

+ See chapter 19 for defined terms.

No. of securities held prior to change A.875,126 fully paid ordinary sharesEscrowed 24 months until 23 June 2017:I.58,638 Tranche 1 Performance RightsII.58,638 Tranche 2 Performance RightsIII.58,638 Tranche 3 Performance RightsIV.500,000 Tranche 1 Employee Options ($0.25,17 Jun 2020)
B.2,038,992 Fully Paid Ordinary SharesEscrowed 24 months until 23 June 2017:I.524,488 Fully Paid Ordinary SharesII.96,591 Class B Performance SharesIII.96,591 Class C Performance Shares
C.240,003 Fully paid Ordinary shares
D.4,581,144 Fully Paid Ordinary SharesEscrowed 24 months until 23 June 2017:I.5,043,306 Fully Paid Ordinary SharesII.2,017,883 Class B Performance SharesIII.3,857,017 Class C Performance Shares
Class A.Conversion of Performance Rights to Fully paid
ordinary sharesB.n/a
C.n/a
D.n/a
Number acquired A.58,638 Fully Paid Ordinary Shares
B.Nil
C.Nil
D.Nil
Number disposed A.58,638 Tranche 1 Performance Rights
B.Nil
C.Nil
D.Nil
Value/Consideration A.Conversion of Performance Rights
Note: If consideration is non‐cash, provide details and estimatedvaluation
B.n/a
C.n/a
D.n/a

+ See chapter 19 for defined terms.

No. of securities held after change A.875,126 fully paid ordinary sharesEscrowed 24 months until 23 June 2017:I.58,638 Fully paid ordinary sharesII.58,638 Tranche 2 Performance RightsIII.58,638 Tranche 3 Performance RightsIV.500,000 Tranche 1 Employee Options ($0.25,
17 Jun 2020)B.2,038,992 Fully Paid Ordinary SharesEscrowed 24 months until 23 June 2017:I.524,488 Fully Paid Ordinary SharesII.96,591 Class B Performance SharesIII.96,591 Class C Performance Shares
C.240,003 Fully paid Ordinary sharesD.4,581,144 Fully Paid Ordinary SharesEscrowed 24 months until 23 June 2017:I.5,043,306 Fully Paid Ordinary SharesII.2,017,883 Class B Performance SharesIII.3,857,017 Class C Performance Shares
Nature of changeExample: on‐market trade, off‐market trade, exercise of options, issueof securities under dividend reinvestment plan, participation in buy‐back Conversion of Performance Rights to Fully paid ordinaryshares following satisfaction of vesting conditions set outin Prospectus dated 7 April 2015.

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 whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non‐cash, provide detailsand an estimated valuation
Interest after change

+ See chapter 19 for defined terms.

Part 3 – +Closed period

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

+ See chapter 19 for defined terms.

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 Sam McDonagh
Date of last notice 23 November 2016

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 Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest. n/a
Date of change 13 January 2017
No. of securities held prior to change Non-escrowedI.489,563 Fully paid ordinary sharesEscrowed 24 months until 23 June 2017:I.141,032 Fully paid ordinary sharesII.18,803 Class B Performance SharesIII.18,803 Class C Performance SharesIV.187,642 Tranche 4 Performance RightsV.187,642 Tranche 5 Performance RightsVI.187,642 Tranche 6 Performance RightsVII.533,334 Tranche 4 Employee Options ($0.30,17 June 2020)VIII.533,333 Tranche 5 Employee Options ($0.30,17 June 2020)IX.533,333 Tranche 6 Employee Options ($0.30,17 June 2020)

+ See chapter 19 for defined terms.

Class Conversion of Performance Rights to Fully paid ordinaryshares
Number acquired 187,642 Fully paid ordinary shares
Number disposed 187,642 Tranche 4 Performance Rights
Value/ConsiderationNote: If consideration is non‐cash, provide details and estimatedvaluation Nil
No. of securities held after change Non-escrowedI.489,563 Fully paid ordinary sharesEscrowed 24 months until 23 June 2017:I.328,674 Fully paid ordinary sharesII.18,803 Class B Performance SharesIII.18,803 Class C Performance SharesIV.187,642 Tranche 5 Performance RightsV.187,642 Tranche 6 Performance RightsVI.533,334 Tranche 4 Employee Options ($0.30,17 June 2020)VII.533,333 Tranche 5 Employee Options ($0.30,17 June 2020)VIII.533,333 Tranche 6 Employee Options ($0.30,17 June 2020)
Nature of changeExample: on‐market trade, off‐market trade, exercise of options, issueof securities under dividend reinvestment plan, participation in buy‐back Conversion of Performance Rights to Fully paid ordinaryshares following satisfaction of vesting conditions set outin Prospectus dated 7 April 2015.

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 whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non‐cash, provide detailsand an estimated valuation
Interest after change

+ See chapter 19 for defined terms.

Part 3 – +Closed period

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

+ See chapter 19 for defined terms.