Rightmove PLC — AGM Information 2017

May 9, 2017

RIGHTMOVE PLC

('the Company')

ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held at 5 Broadgate, London EC2M 2QS on Tuesday, 9 May 2017 at 10 am. All the resolutions were passed including the following Special Business:

14. Passed as an Ordinary Resolution

THAT the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a nominal amount of £309,292 to:

• (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authority to expire at the conclusion of next year's AGM (or, if earlier, until the close of business on 8 August 2018), but in each case, during this period the Company may make offers or enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted afterthe authority expires and the Board may allot shares or grant rights to subscribe for or convert securities into shares in pursuance to any such offer or agreement as if the authority had not expired.

15. Passed as a Special Resolution

THAT if resolution 14 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

• (a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £46,394, such authority to expire atthe end of the next AGM of the Company (or, if earlier, at the close of business on 8 August 2018) but, in any case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

16. Passed as a Special Resolution

THAT if resolution 14 is passed, in addition to any authority granted under resolution 15, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

• (a) limited to the allotment of equity securities and sale of treasury shares up to a nominal amount of £46,394; and
• (b) used for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights mostrecently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 8 August 2018) but, in any case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

17. Passed as a Special Resolution

THAT the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of the said Act) of its ordinary shares of one penny each ("ordinary shares") such power to be limited:

• (i) to a maximum number of 9,278,767 ordinary shares;
• (ii) by the condition that the minimum price which may be paid for an ordinary share is the nominal amount for that share;
• (iii) by the condition that the maximum price which may be paid for an ordinary share is the highest of:
• (a) an amount equal to 5 percent above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
• (b) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out, in each case, exclusive of expenses, in each case, exclusive of expenses, such power to apply until the end of the next AGM of the Company (or, if earlier, 8 August 2018) but in each case so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.

18. Passed as an Ordinary Resolution

THAT, in accordance with section 366 and 367 of the Companies Act 2006 the Company and all companies that are its subsidiaries when this resolution is passed are authorised, in Aggregate, to:

(i) make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;

• (ii) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
• (iii) incur political expenditure not exceeding £50,000 in total, during the period from the passing of this resolution up to and including the conclusion of the next AGM of the Company. For the purposes of this resolution the terms "political donations", "political parties", "independent election candidates", "political organisation" and "political expenditure" have the meanings given by sections 363 to 365 of the Companies Act 2006.

19. Passed as a Special Resolution

THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice.

20. Passed as an Ordinary Resolution

THAT the Directors be and are hereby authorised to amend the Rightmove 2009 Deferred Share Bonus Plan, henceforth to be known as the Rightmove 2017 Deferred Share Bonus Plan (the "DSP"), a copy of the draft rules of which has been produced to the meeting and initialled by the Chairman (for the purpose of identification only) and a summary of the main provisions of which is set out in the Appendix to the Notice of AGM dated 31 March 2017 (the "Appendix"), and to do all such acts and things as may be necessary or expedient to give effect to the DSP.

21. Passed as an Ordinary Resolution

THAT the Directors be and are hereby authorised to renew the Rightmove 2008 Sharesave Plan, henceforth to be known as the Rightmove 2017 Sharesave Plan (the "Sharesave Plan"), a copy of the draft rules of which has been produced to the meeting and initialled by the Chairman (for the purpose of identification only) and a summary of the main provisions of which is set out in the Appendix, and to do all such acts and things as may be necessary or expedient for the purpose of extending the Sharesave Plan for a period of ten years and implementing and giving effect to the amendments to update the rules of the Sharesave Plan, including amending the rules in such manner as may be necessary to ensure that the Sharesave Plan meets the requirements for such tax advantaged plans as set out in Schedule 3 of the Income Tax Earnings and Pensions) Act 2003.