REA : Notice of General Meeting/Proxy Form

REA Group Limited

ABN 54 068 349 066

2017

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, 22 November 2017 at 2.00pm (AEDT) for the purposes of transacting the business set out in this notice.

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 2017.

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 2017 be adopted."

   The Remuneration Report is set out on pages 41 to 52 of the 2017 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 ordinary resolutions:

1. "That Mr Ryan O'Hara, who having been appointed as a Director of the Company on 14 July 2017 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."

2. "That Mr Roger Amos, 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."

3. "That Mr John McGrath, 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.

By order of the Board

Sarah Turner Company Secretary 20 October 2017

Voting exclusions for Item 2

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.

Item 2 - Remuneration Report

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, 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

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, Boardroom Pty Limited, by post, personal delivery, electronically or by fax to:

REA Group Limited

c/- Boardroom Pty Limited

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 20 November 2017. Accordingly, transactions registered after

Personal delivery address: Level 12, Grosvenor Place 225 George Street

Sydney, NSW 2000

Fax:

+61 2 9290 9655

Postal address:

GPO Box 3993

Sydney NSW 2001

Electronically:

www.votingonline.com.au/reaagm2017

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, Boardroom Pty Limited on 1300 737 760.

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 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 Boardroom Pty

Limited no later than 2:00pm (AEDT) on Monday 20 November 2017, 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 Boardroom Pty Limited by 2:00pm (AEDT) on Monday 20 November 2017, unless it has been previously provided to Boardroom Pty 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.

Attending the Meeting

If you attend the Meeting, please bring your personalised proxy form with you. The bar code 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 Boardroom Pty 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 corporate shareholder's representative. Shareholders can download and fill out an "Appointment of Corporate Representative" form from the Boardroom website: www.boardroomlimited.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 2017 or the conduct of its audit of the Company's Financial Report for the year ended 30 June 2017.

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 14 November. You may submit any written questions for the Auditor with the Company's share registry, Boardroom Pty Limited, by post, personal delivery, electronically or by fax to:

REA Group Limited

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 2017 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 42 to 52 of the Company's 2017 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.

c/- Boardroom Pty Limited

Personal delivery address: Level 12, Grosvenor Place 225 George Street

Sydney, NSW 2000

Fax:

+61 2 9290 9655

Postal address:

GPO Box 3993

Sydney NSW 2001

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.

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 2017; and

> the Financial Report, including the Financial Statements of the Company, for the year ended 30 June 2017.

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.

Mr Ryan O'Hara, who having been appointed as a Director of the Company on 14 July 2017, is offering himself for election as a Director of the Company. His expertise and experience is set out below.

Mr Roger Amos and Mr John McGrath are retiring by rotation and are eligible to stand for re-election. Their expertise and experience are set out below.

3a) Mr Ryan O'Hara (BEc, MBA)

Non-executive Director appointed 14 July 2017

Mr O'Hara was appointed Chief Executive Officer of Move, Inc., in January 2015.

Prior to this, he was the President of Content, Distribution & Sales at the Madison Square Garden Company, the sports and entertainment firm for which he led media assets MSG and Fuse network, as well as technology and marketing partnerships. Prior to MSG, Mr O'Hara was President and CEO of The Topps Company, Inc., a leading entertainment trading card and consumer products business.

Board Recommendation: The non-candidate Directors unanimously support the election of Mr O'Hara.

3b) Mr Roger Amos (FCA, FAICD)

Non-executive Director appointed 4 July 2006

Mr Amos is an experienced non-executive Director with extensive finance and management experience. Mr Amos is the Chairman of Contango Asset Management Limited. He is a non-executive Director of Enero Group Limited and 3P Learning Limited.

Mr Amos is Chairman of both 3P Learning and Enero's Audit and Risk and member of their Remuneration and Nomination Committees. Mr Amos is a former Director of Austar United Communications Limited.

Mr Amos had a long and distinguished career with international accounting firm KPMG for 25 years as a partner in the Assurance and Risk Advisory Services Division. While with KPMG he led the Australian team specialising in the information, communications and entertainment sectors and held a number of global roles.

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

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

3c) Mr John McGrath

Non-executive Director appointed 15 September 1999

Mr McGrath founded McGrath Estate Agents in 1988. He has grown McGrath Estate Agents to be one of Australia's most successful property services groups, listing McGrath Limited on the Australian Securities Exchange in November 2015. Mr McGrath is a Director

of McGrath Group of Companies. In 2003, he was awarded a Centenary Medal for service to business. In 2008, he was honored by the Real Estate Institute of NSW with the Woodrow Weight OBE Award, a lifetime achievement award for his outstanding contribution to the real estate industry.

Special responsibilities: Member of HR Committee

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