REA Group Ltd Constitution 2021

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ASX Announcement

11 November 2021

REA Group Ltd - Constitution 2021

On behalf of REA Group Ltd (ASX:REA), please find attached the amended Constitution of REA Group Ltd, incorporating amendments approved by shareholders at the 2021 Annual General Meeting today.

	-ends-
For further information, please contact:
REA Group Ltd Investors:	REA Group Ltd Media:
Graham Curtin	Prue Deniz
General Manager Group Finance	General Manager Corporate Affairs
P: [phone]	M: + 61 438 588 460
E: [e-mail]	E: [e-mail]

The release of this announcement was authorised by Tamara Kayser, Company Secretary.

About REA Group Ltd: (www.rea-group.com): REA Group Ltd ACN 068 349 066 (ASX:REA) ("REA Group") is a multinational digital advertising business specialising in property. REA Group operates Australia's leading residential and commercial property websites - realestate.com.au and realcommercial.com.au - as well as the leading website dedicated to share property, Flatmates.com.au. REA Group owns Smartline Home Loans Pty Ltd and Mortgage Choice Pty Ltd, Australian mortgage broking franchise groups, and PropTrack Pty Ltd, a leading provider of property data services. In Australia, REA Group holds strategic investments in Simpology Pty Ltd, a leading provider of mortgage application and e-lodgement solutions for the broking and lending industries; Realtair Pty Ltd, a digital platform providing end-to-end technology solutions for the real estate transaction process, Campaign Agent Pty Ltd, Australia's leading provider of Buy Now Pay Later solutions for the Australian real estate market and Managed Platforms Pty Ltd, an emerging Property Management software platform. Internationally, REA Group holds a controlling interest in REA India (formerly Elara Technologies Pte. Ltd.), operator of established brands Housing.com, Makaan.com and PropTiger.com and owns leading portals in Hong Kong (squarefoot.com.hk) and China (myfun.com). REA Group also holds a significant minority shareholding in Move, Inc., operator of realtor.com in the US, and the PropertyGuru Group, operator of leading property sites in Malaysia, Singapore, Thailand, Vietnam and Indonesia.

For personal use only

Constitution for REA Group Ltd

Adopted 11 November 2021

Constitution

For personal use only

Contents

Table of contents

1	Preliminary	1
	1.1	Definitions and interpretation	1
	1.2	Application of the Act, Listing Rules and ASX Settlement Operating Rules	3
	1.3	Exercising powers	3
	1.4	Currency	4
	1.5	Transitional provisions	4

2	Share capital	5
	2.1	Shares	5
	2.2	Preference shares	5
	2.3	Alteration of share capital	6
	2.4	Conversion or reclassification of shares	6
	2.5	Variation of class rights	6
	2.6	Joint holders of shares	7
	2.7	Equitable and other claims	7
	2.8	Restricted securities	7

3	Calls, forfeiture, indemnities, lien and surrender	7
	3.1	Calls	7
	3.2	Proceedings to recover calls	8
	3.3	Payments in advance of calls	8
	3.4	Forfeiting partly paid shares	9
	3.5	Members' indemnity	9
	3.6	Lien on shares	10
	3.7	Surrender of shares	10
	3.8	Sale, reissue or other disposal of shares by the company	11
	3.9	Interest payable by member	11

4	Distributions	12
	4.1	Dividends	12
	4.2	Capitalising profits	14
	4.3	Ancillary powers	14
	4.4	Reserves	15
	4.5	Carrying forward profits	15
	4.6	Dividend reinvestment plan	15
	4.7	Dividend selection plans	15

5	Transfer and transmission of shares	16
	5.1	Transferring shares	16
	5.2	Power to decline to register transfers	17
	5.3	Power to suspend registration of transfers	17
	5.4	Selling non marketable parcels	17
	5.5	Transmission of shares	18

6	General meetings	19
	6.1	Calling general meetings	19
	6.2	Notice of general meetings	19
	6.3	Admission to general meetings	20
	6.4	Quorum at general meetings	21
	6.5	Chairperson of general meetings	21
	6.6	Conduct at general meetings	21
	6.7	Decisions at general meetings	22
	6.7A	Direct Voting

Constitution for REA Group Ltd

Contents 1

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			Contents
	6.8	Voting rights	23
	6.9	Representation at general meetings	24
7	Directors	27
	7.1	Appointment and retirement of directors	27
	7.2	Vacating office	28
	7.3	Remuneration	28
	7.4	Director need not be a member	29
	7.5	Directors may contract with the company and hold other offices	29
	7.6	Powers and duties of directors	30
	7.7	Proceedings of directors	31
	7.8	Calling meetings of directors	31
	7.9	Notice of meetings of directors	31
	7.10	Quorum at meetings of directors	32
	7.11	Chairperson and deputy chairperson of directors	32
	7.12	Decisions of directors	32
	7.13	Written resolutions	33
	7.14	Alternate directors	33
	7.15	Committees of directors	34
	7.16	Delegation to a director or any other person	34
	7.17	Validity of acts	34
8	Executive officers	34
	8.1	Managing directors and executive directors	34
	8.2	Secretary	35
	8.3	Provisions applicable to all executive officers	35
9	Indemnity and insurance	35
	9.1	Persons to whom rules 9.2 and 9.4 apply	35
	9.2	Indemnity	36
	9.3	Extent of indemnity	36
	9.4	Insurance	36
	9.5	Savings	36
	9.6	Deed	36
10	Winding up	36
	10.1	Distributing surplus	36
	10.2	Dividing property	37
11	Inspection of and access to records	37
12	Seals	38
	12.1	Manner of execution	38
	12.2	Common seal	38
	12.3	Safe custody of Seal	38
	12.4	Using the Seal	38
	12.5	Seal register	38
	12.6	Duplicate seals and certificate seals	38
	12.7	Sealing and signing certificates	39
13	Notices	39
	13.1	Notices by the company to members	39
	13.2	Notices by the company to directors	40
	13.3	Notices by directors to the company	40
	13.4	Time of service	40
	13.5	Other communications and documents	40
	13.6	Written notices	41
14	General	41
	14.1	Submission to jurisdiction	41

Constitution for REA Group Ltd

Contents 2

	Contents
14.2 Prohibition and enforceability	41

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Constitution for REA Group Ltd

Contents 3