REA : Notice of AGM/Proxy Form/Online User Guide

REA Group Limited ABN 54 068 349 066

2018 Notice of Annual General Meeting

Notice is given that the Annual General Meeting (Meeting) of REA Group Limited (Company) will be held at REA Group Limited's Head Office, Ground Floor, 511 Church Street, Richmond, Victoria on Wednesday, 21 November 2018 at 2.00pm (AEDT) for the purposes of transacting the business set out in this notice.

The Company is also pleased to provide shareholders with the opportunity to participate in the Meeting virtually through an online platform provided by our share registrar Link Market Services,https://agmlive.link/REA18. Further information on how to do this is set out in this Notice of Meeting and the online platform guide available on our website.

1. Consideration of Reports

To receive and consider the Company's Financial Report, including the Financial Statements, and the reports of the Directors and Auditors for the year ended 30 June 2018.

2. Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That the Remuneration Report for the year ended 30 June 2018 be adopted."

The Remuneration Report is set out on pages 44 to 55 of the 2018 Annual Report. Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

A voting exclusion statement applies to this item of business

(see below).

3. Election and re-election of Directors

To consider and, if thought fit, pass the following resolutions as separate ordinaryresolutions:

a) "That Mr Nick Dowling, who having been appointed as a Director of the Company on 9 May 2018 in accordance with rule 7.1(c) of the Company's Constitution, and being eligible for election, be elected as a Director of the Company."

b)

"That Ms Kathleen Conlon, who retires in accordance with rule 7.1(d) of the Company's Constitution, and being eligible for re-election, be re-elected as a Director of the Company."

c) "That Mr Hamish McLennan, who retires in accordance with rule 7.1(d) of the Company's Constitution, and being eligible for re-election, be re-elected as a Director of the Company."

Please refer to the Explanatory Notes, which form part of this Notice of Meeting, for information regarding each item of business.

4. Grant of Performance Rights to

Chief Executive Officer

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That approval is given for the grant of performance rights to the value of $1,100,000 under the REA Group long-term incentive plan, to the Chief Executive Officer, Ms Tracey Fellows, in the manner set out in the Explanatory Memorandum."

A voting exclusion statement applies to this item of business (see below).

By order of the Board

Sarah Turner

Company Secretary 19 October 2018

Voting exclusions for Item 2 - Remuneration Report

For all resolutions that are directly or indirectly related to the remuneration of a member of the Key Management Personnel (KMP) of the Company (being the resolution in respect of Item 2), the Corporations Act 2001 (Cth) (Corporations Act) restricts KMP and their closely related parties from voting in certain circumstances.

Closely related party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

The Company will disregard any votes cast on Item 2:

> by, or on behalf of, a member of the KMP (including the

Directors) named in the Remuneration Report and their closely related parties, regardless of the capacity in which the vote is cast; or

> as a proxy by a person who is a member of the KMP at the date of the Meeting and their closely related parties or who is a closely related party of a member of the KMP, unless the vote is cast as proxy for a person entitled to vote on Item 2:

-

in accordance with a direction on the proxy form; or

- by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy as the Chairman sees fit even though the item is connected with the remuneration of the Company's KMP.

Voting exclusions for Item 4 - Grant of Performance Rights to CEO

The Company will disregard any votes cast in favour of Item 4: > by Ms Tracey Fellows or her associates; or

> as a proxy by a person who is a member of the KMP at the date of the Meeting and their closely related parties or who is a closely related party of a member of the KMP, unless the vote is cast as proxy for a person entitled to vote on Item 4: - in accordance with a direction on the proxy form; or

- by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy as the Chairman sees fit even though the item is connected with the remuneration of the Company's KMP.

Proxies and voting:

Eligibility to vote

You are eligible to vote at the Meeting if you are registered as a holder of the Company's shares at 7.00pm (AEDT) on Monday

19 November 2018. Accordingly, transactions registered after that time will be disregarded in determining which shareholders are entitled to attend and vote at the Meeting.

Appointing a proxy

If you are entitled to attend and vote at the Meeting, you can appoint a proxy to attend and vote on your behalf. A proxy need not be a shareholder of the Company, and may be an individual or a body corporate. A personalised proxy form is included with this Notice of Meeting. If you are entitled to cast two or more votes you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. If you require a second proxy form, please contact the Company's share registry, Link Market Services Limited on [phone].

If you intend to appoint the Chairman of the Meeting as proxy (or the Chairman becomes your proxy by default), you can direct him how to vote by marking the appropriate boxes on the proxy form (ie. 'for', 'against' or 'abstain'). If you do not mark any of the boxes in Step 2, by signing and returning the proxy form and by marking the Chairman's box in Step 1, you are expressly authorising the Chairman of the Meeting to exercise your proxy on Item 2 as the Chairman sees fit, notwithstanding that the item is connected with the remuneration of the Company's KMP.

The Chairman of the Meeting intends to cast all available proxies in favour of each item of business.

The Company encourages all shareholders who submit proxies to direct their proxy how to vote on each item of business.

If you appoint a proxy and direct them how to vote, and your proxy does not attend the Meeting or does not vote if a poll is called on an item of business, your directed proxies will automatically default to the Chairman of the Meeting, who is required to vote proxies as directed on a poll.

Lodging your proxy form

You can lodge your completed proxy form with the Company's share registry, Link Market Services Limited, by post, personal delivery, electronically or by fax to:

REA Group Limited c/- Link Market Services Limited

Personal delivery address:	Postal address:
1A Homebush Bay Drive	Locked Back A14
Rhodes NSW 2138	Sydney South NSW 1235
Fax:	Electronically:
([phone]	www.linkmarketservices.com.au

You may specify the way in which the proxy is to vote on each resolution (ie. by marking the boxes 'for', 'against' or 'abstain' next to the applicable resolutions on the proxy form) or you may allow the proxy to vote at his or her discretion. However, the Company's KMP (which includes each of the Directors) and their closely related parties will not be able to vote as your proxy on Item 2 unless you direct them how to vote. If you intend to appoint a member of the KMP, other than the Chairman of the Meeting, as proxy, you must ensure the proxy is directed how to vote on Item 2.

Your completed proxy form must be received by Link Market Services Limited no later than 2:00pm (AEDT) on Monday 19 November 2018, being 48 hours before the commencement of the Meeting. If the proxy form is signed by an attorney, the original power of attorney under which the proxy form was signed (or a certified copy) must also be received by Link Market Services Limited by 2:00pm (AEDT) on Monday 19 November 2018, unless it has been previously provided to Link Market Services Limited.

If you appoint a proxy, you may still attend the Meeting. The appointment of a proxy is not revoked by you attending and taking part in the Meeting, however if you vote on a resolution, the proxy is not entitled to vote, and must not vote, as proxy on the resolution.

How to vote

Shareholders participating in the Meeting using the Company's online platform [link] will be able to vote between the commencement of the AGM (2.00pm AEDT on Wednesday, 21 November 2018) and the closure of voting as announced by the Chairman during the AGM.

More information regarding online participation at the AGM (including how to vote and ask questions online during the AGM)

is available in the Online Platform Guide. The Online Platform Guide will be lodged with the ASX and will also be available on our website. To ensure your browser is compatible, please follow the instructions in the Online Platform Guide - we recommend confirming this prior to determining whether to participate in the AGM using the Company's online platform. It is also recommended that shareholders who elect to participate in the AGM through the Company's online platform log into the online portal at least 15 minutes prior to the scheduled start time for the Meeting.

Attending the Meeting

If you attend the Meeting, please bring your personalised proxy form with you. The barcode at the top of the form will help you to register. If you do not bring your form with you, you will still be able to attend the Meeting but representatives from Link Market Services Limited will need to verify your identify.

Corporate shareholders

Corporate shareholders who wish to appoint a representative to attend the Meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the Company's representative. Shareholders can download and fill out an "Appointment of Corporate Representative" form from the Link website:www.linkmarketservices.com.au.

Questions for the Auditor

Shareholders may submit questions to the Company's Auditor, Ernst & Young, if the question is relevant to the content of Ernst & Young's audit report for the year ended 30 June 2018 or the conduct of its audit of the Company's Financial Report for the year ended 30 June 2018.

If you wish to submit a question to the Auditor in writing, it must be received by the Company no later than 2:00pm (AEDT) on Tuesday 13 November. You may submit any written questions for the Auditor with the Company's share registry, Link Market Services Limited, by post, personal delivery, electronically or by fax to:

REA Group Limited c/- Link Market Services Limited

Personal delivery address:	Postal address:
1A Homebush Bay Drive	Locked Back A14
Rhodes NSW 2138	Sydney South NSW 1235
Fax:	Electronically:
([phone]	www.linkmarketservices.com.au

A list of written questions will be made available to shareholders attending the Meeting. If written answers are tabled at the Meeting, they will be made available to shareholders as soon as practicable after the Meeting.

Explanatory Notes:

Item 1 - Consideration of the Financial Statements and Report

In accordance with section 317 of the Corporations Act, the Company is required to lay before the Annual General Meeting:

>the reports of the Directors and Auditors, for the year ended 30 June 2018; and

> the Financial Report, including the Financial Statements of the Company, for the year ended 30 June 2018.

Also, a reasonable opportunity will be given to shareholders as a whole at the Meeting to ask the Company's Auditor questions relevant to the conduct of the audit, the preparation and content

of the Auditor's report, the accounting policies adopted by the Company in relation to the preparation of the Financial Statements and the independence of the Auditor in relation to the conduct of the audit.

Item 2 - Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to shareholders its Remuneration Report as disclosed in the Company's 2018 Annual Report and shareholders will be asked to vote on this item. The vote is advisory only and is not binding on the Directors or the Company. However the Directors will have regard to the outcome of the vote and the discussion at the Meeting when determining the Company's remuneration policy.

The Remuneration Report is presented within the Directors' Report on pages 44 to 55 of the Company's 2018 Annual Report and is also available on the Company's corporate website (www.rea-group.com).

The Remuneration Report sets out the remuneration policy for the Company and explains the remuneration arrangements in place for its executives and Directors.

A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

The Board unanimously recommends that shareholders vote in favour of Item 2.

The Chairman of the Meeting intends to vote all available proxies in favour of this item of business.

Item 3 - Election and Re-election of Directors

The Board's policy on board composition is to ensure that at all times there is an appropriate mix of skills and experience in order to provide the necessary knowledge required to meet the Company's objectives.

Mr Nick Dowling who having been appointed as a Director of the Company on 9 May 2018 is offering himself for election as a Director of the Company. His expertise and experience is set out below.

Ms Kathleen Conlon and Mr Hamish McLennan are retiring by rotation and are eligible to stand for re-election. Their expertise and experience are set out below.

Neither the Corporations Act nor the Company Constitution require a vote of shareholders on the reports or statements. However, shareholders will be given a reasonable opportunity to ask questions about or make comments on the management of the Company.

3a) Mr Nick Dowling BAcc, GradDipAppFin

Non-executive Director appointed 9 May 2018

Mr Dowling is Chief Executive Officer of the Jellis Craig Group, a leading real estate business based in Melbourne, Australia. He assumed the role in June 2011 and is responsible for overseeing the growth, risk management, and long term strategic direction of the group.

Prior to joining Jellis Craig, Mr Dowling was the Head of Real Estate, Business Banking at Macquarie Bank Limited. He commenced his career with National Australia Bank across various divisions of the bank.

Special responsibilities: Member of HR Committee

Board Recommendation: The non-candidate Directors unanimously support the election of Mr Dowling.

3b) Ms Kathleen Conlon

BA (ECON)(DIST), MBA, FAICD

Non-executive Director appointed 27 June 2007

Ms Conlon brings over 20 years of professional management consulting experience. She is a recognised thought leader in the fields of strategy and business improvement and was a Partner and Director of the Boston Consulting Group for seven years.

Ms Conlon is a Director, Chair of the Remuneration Committee and member of the Audit Committee of Lynas Corporation Limited. She is a Director, Chair of the Remuneration Committee and member of the Compliance Committee of Aristocrat Leisure Limited.

Special responsibilities: Chair of HR Committee; Member of Audit, Risk and Compliance Committee

Board Recommendation: The non-candidate Directors unanimously support the re-election of Ms Conlon.

3c) Mr Hamish McLennan

Non-executive Director appointed

21 February 2012. Appointed Chairman

10 April 2012

Mr McLennan is an experienced media and marketing industry executive. He was Executive Chairman and Chief Executive Officer of Ten Network Holdings until July 2015 and prior to this he was Executive Vice President, Office of the Chairman, at News Corp (formerly News Corporation). Mr McLennan has also held the role of global Chairman of Young & Rubicam, part of WPP, the world's largest communications services group. Mr McLennan joined Young & Rubicam in 2002 as Chairman and CEO of Y&R Brands Australia/ New Zealand, one of the largest marketing services groups in Australasia, and led the firm's global business operations from 2006.

Special responsibilities: Chair of the Board;

Member of HR Committee

Board Recommendation: The non-candidate Directors unanimously support the re-election of Mr McLennan.

Item 4 - Grant of Performance Rights to Chief Executive Officer

The Board is seeking the approval of shareholders for the grant of performance rights to the value of $1,100,000 under the REA Group long-term incentive plan (Plan) to the Chief Executive Officer (CEO), Ms Tracey Fellows.

Shareholder approval is not required in relation to the grant of performance rights under the Plan as any shares allocated to Ms Fellows under the Plan will not be issued by the Company but will be acquired on market. The Board is seeking shareholder approval in recognition of the importance of shareholder engagement on key remuneration issues.

The performance rights allocated during the year are subject to a three year performance period beginning 1 July 2018 and ending 30 June 2021. The Group refers to this grant as "LTI Plan 2021" as the performance period ends in FY21.

When are performance conditions tested?

Incentive payments are determined in line with the approval of the Financial Statements at the end of the performance period.

How is the LTI grant determined?

The number of performance rights issued to Ms Fellows is calculated by dividing the value of Ms Fellows performance rights by the value per right. The value per right is determinedon a face value basis using a five-day VWAP prior to the issuance of performance rights. Each performance right is a right to acquire one share in the Company upon vesting.

Relationship between performance and vesting

The following vesting schedule applies to both performance hurdles (revenue CAGR and EPS CAGR) of the LTI Plan 2021:

Performance level	% of awards vesting
Below threshold	0% vesting
Threshold	80% vesting
Target	100% vesting
Stretch	200% vesting

Further details are contained in the Company's Annual Report.

Why were these performance conditions chosen?

The Board considers the combination of the revenue and EPS hurdles to be an appropriate counterbalance to ensure that any 'top line' growth is long-term focused and balanced with an improvement in earnings.

In particular, revenue is considered to be an appropriate hurdle given that the Company continues to be in a phase of growth. In addition, the Board selected EPS as a performance measure on the basis that it:

>is a relevant indicator of increase in shareholder value; and

> is a target that provides a suitable line of sight to encourage and motivate executive performance.

Why don't we publish performance target information?

The Board considers that the growth rates required to attract full or partial vesting are commercially sensitive and therefore do not disclose them to the market. The Board however, confirms its commitment to driving growth for shareholders over the longer-term as it continues to consider the Company a growth company.

For the LTI Plan 2021 granted, the Board approved challenging threshold, target and stretch growth rates in respect of both the revenue and EPS hurdles, which are based on the Company's strategic plan and reflective of the Company's continued growth objectives.

Additional information

As the performance rights form part of Ms Fellows' remuneration package, no money is payable by Ms Fellows on the grant of the performance rights or on exercise of a performance right.

Since the date of the last AGM, Ms Fellows received 11,990 performance rights under the Plan. These performance rights were issued for no monetary consideration as they formed part of Ms Fellows' remuneration package. Shareholder approval was not required, and was not sought, at the last AGM for the issue of these performance rights.

Ms Fellows is the only Director entitled to participate in the Plan. Non-executive Directors are ineligible to participate in the Plan.

If shareholders approve the resolution, then the performance rights will be granted to Ms Fellows as soon as practicable after the date of the meeting but in any event no later than 12 months after the meeting (i.e. by no later than 21 November 2019).

A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

The Board unanimously recommends that shareholders vote in favour of Item 4.

The Chairman of the Meeting intends to vote all available proxies in favour of this item of business.

ABN 54 068 349 066

LODGE YOUR VOTE

REA Group Ltd

PROXY FORM

I/We being a member(s) of REA Group Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy

Name

Email

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (AEDT) on Wednesday, 21 November 2018 at REA Group Limited's Head Office, Ground Floor, 511 Church Street, Richmond, Victoria 3121 (the Meeting) and at any postponement or adjournment of the Meeting.

Important for Items 2 and 4: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Items 2 and 4, even though the Items are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

1PETS

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.

Please read the voting instructions overleaf before marking any boxes with an T

Items

ForAgainst Abstain*

ForAgainst Abstain*

4

• 3a Election of Mr Nick Dowling as a Director

• 3b Re-election of Ms Kathleen Conlon as a Director

• 3c Re-election of Mr Hamish McLennan as a Director

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and yourvotes will not be counted in computing the required majority on a poll.

2PETS

2	Adoption of the Remuneration	Grant of Performance Rights to Chief
Report	Executive Officer

SIGNATURE OF SHAREHOLDERS - THIS MUST BE COMPLETED

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

3PETS

Shareholder 1 (Individual)	Joint Shareholder 2 (Individual)	Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary	Director/Company Secretary (Delete one)	Director

REA PRX1801C

*REA PRX1801C*