Notice of Annual General

Meeting

NOTICE is given that the Annual General Meeting of RUN Corp Limited ACN 111 764 437 (Company) will be held at the offices of DLA Piper, Level 21, 140
William Street, Melbourne, Victoria 3000, at 2:00 pm on
Tuesday, 8 October 2013 for the following purposes:

Ordinary business

Item 1: Financial Statements and Reports
To receive and consider the accounts of the Company, the annual financial report, directors' report and auditor's report prepared in accordance with the requirements of the Corporations Act 2001 (Cth) (Corporations Act) for the financial year of the Company ending on 30 June 2013.
Item 2: Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That the remuneration report included within the directors' report of the Company for the financial year of the Company ending on 30 June 2013 be adopted."
Voting Exclusion Statement
In accordance with the Corporations Act the Company will disregard any votes cast in relation to this resolution by or on behalf of the Key Management Personnel (in any capacity), which includes the Directors and the five highest paid executives in the consolidated group whose remuneration is included in the remuneration report (Excluded Persons) and closely related parties of an Excluded Person. However, an Excluded Person or a closely related party of an Excluded Person (Voter) may cast a vote on the resolution as a proxy in certain circumstances.
For full details in relation to the votes which are to be disregarded for this resolution, see the Explanatory Notes relating to Item 2.
Item 3: Election of director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Nathan Cher be re-elected as a director of the
Company."

Special business

Item 4: Approval of the change of Company name
To receive and, if thought fit, pass the following resolution as a special resolution:
"That, in accordance with section 157 of the Corporations
Act 2001 (Cth), the Company adopts the new name of
'Real Estate Corp Limited', and Shareholders approve the
Company changing its name to 'Real Estate Corp Limited' with effect from the day on which the Australian Securities and Investments Commission alters the details of the Company's registration."
Item 5: Approval of the issue of Ordinary Shares to Rental Management Australia Group Limited (formerly Rental Express Group Limited)
To receive and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of the ASX Listing Rules, including ASX Listing Rule 7.1 and for all other purposes, the issue of up to 10 million ordinary shares in the Company to Rental Management Australia Group Limited (ACN 151 651 366) on the terms and conditions set out in the Explanatory Notes (accompanying and forming part of this Notice of Meeting) be approved."
Voting Exclusion Statement
The Company will disregard any votes cast by Rental Management Australia Group Limited (being the only person who may participate in the proposed issue and being a party to the RUN Property Sale Agreement and the only allottee) and any person who might obtain a benefit, except a benefit solely in the capacity of a
holder of ordinary securities, if the resolution in Item 5 is passed (and any associate of that person).
However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
By order of the Board
Company Secretary
Date: 29th August 2013
Appointment of proxy
A proxy form is enclosed for your use if required. Please note the following in relation to the appointment of a proxy:
• A member who is entitled to attend and vote
at this meeting may appoint any person as his or her proxy to attend and vote for the
member at the meeting.
• If a member is entitled to cast two or more votes at the meeting, the member may appoint two proxies to attend on the same occasion. If two proxies are appointed and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the member's votes.
• The appointment of the proxy may specify the proportion or number of votes that the proxy may exercise.
• A proxy need not be a member of the
Company.
• If a proxy is given by a corporation, a form of proxy must be executed in writing under the common seal of the corporation or otherwise in accordance with section 127 of the Corporations Act or signed by an attorney.
• If a proxy is given by a natural person, a form of proxy must be executed under the hand of that person or that person's attorney.
• For a proxy appointment to be effective, the Company must receive the following documents by 2:00 pm on Sunday, 6 October 2013:

o The proxy's appointment.

o If the appointment is signed by the appointor's attorney, the authority under which the appointment was signed or a certified copy of the authority.

• The documents will be received by the Company when they are lodged in accordance with the instructions contained in the proxy form or received at any of the following:

o The Company's registered office at Level 1,

107 High Street, Prahran, Victoria, 3181.

o The fax number at the Company's registered office: 03 9521 1872.

Persons entitled to vote
Under regulation 7.11.37 of the Corporations
Regulations 2001 (Cth), the directors have
determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the meeting will be as it appears in the share register at 2:00pm on Sunday, 6 October 2013.
Corporate Representatives
A body corporate, which is a member, may appoint an individual (by certificate executed in accordance with section 127 of the Corporations Act or in another manner satisfactory to the chair) as a representative to exercise all or any of the powers the body corporate may exercise at the meeting, with such certificate (or other confirmations acceptable to the chair) to be provided to the chair prior to or at the meeting. The appointment may be a standing one.
Necessary information
Information relevant to each resolution is set out in the attached Explanatory Notes which form part of this Notice to members.

Explanatory Notes

Shareholder approval of resolutions is required for the purposes of the Corporations Act and the ASX Listing Rules (as the case may be). The following information has been prepared to provide you with material information to enable you to make an informed decision in relation to the business to be conducted at the Annual General Meeting of the Company.

Ordinary business

Item 1: Financial Statements and Reports
This item gives shareholders an opportunity to raise questions on the annual report and on the performance of the Company generally.
Item 2: Remuneration Report
As part of the annual report provided to all shareholders in the Company, a remuneration report is required to be included which sets out details of the remuneration received by the directors and key Company executives, in addition to describing Board policy in respect of remuneration.
Under the resolution in Item 2, the Company is seeking shareholder approval of the adoption of the remuneration report by the Company. The outcome of this resolution is not binding on the Company or the Board.
However, sections 250U to 250Y of Corporations Act introduced a 'two strikes and re-election' process in relation to the shareholder vote on the remuneration report:
• A 'first strike' will occur if this remuneration report resolution receives a 'no' vote of 25% or more. If this occurs, the Company's FY14 remuneration report will contain an explanation of the Board's proposed action in response to the 'no' vote or an explanation of why no action has been taken by the Board.
• A 'second strike' will occur if the resolution to adopt the remuneration report at the 2014 Company Annual General Meeting also receives a 'no' vote of 25% or more. If this occurs, shareholders will vote at that Annual General Meeting to determine whether the
Directors will need to stand for re-election at a separate, subsequent meeting (the 'spill resolution'). If the spill resolution passes with 50% or more of eligible votes cast, the spill meeting must take place within 90 days.
Voting Exclusion Statement
In accordance with the Corporations Act the Company will disregard any votes cast in relation to this resolution by or on behalf of the Key Management Personnel (in any capacity), which includes the Directors and the five highest paid executives in the consolidated group whose remuneration is included in the remuneration report (Excluded Persons) and closely related parties of an Excluded Person.
However, an Excluded Person or a closely related party of an Excluded Person (Voter) may cast a vote on the resolution as a proxy if the vote is not cast on behalf of an Excluded Person or a closely related party of an Excluded Person and either:
• the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
• the Voter is the chair of the meeting and the appointment of the chair as proxy:
a) does not specify the way the proxy is to vote on the resolution; and
b) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
A closely related party is defined in the Corporations Act as:
• a spouse or child of the Excluded Person; or
• a child of the Excluded Person's spouse; or
• a dependant of the Excluded Person or of the
Excluded Person's spouse; or
• anyone else who is one of the Excluded Person's family and may be expected to influence the Excluded Person, or be influenced by the Excluded Person, in the Excluded Person's dealings with the entity; or
• a company the Excluded Person controls; or
• a person prescribed by the regulations for the purposes this definition in section 9 of the Corporations Act.
A vote is taken to be cast on behalf of an Excluded person or a closely related part of an Excluded Person if, and only if, it is cast:
• as proxy for that person;
• otherwise on behalf of that person; or
• in respect of a share in respect of which that person has:

o power to vote; or

o power to exercise, or control the exercise of, a right to vote.

Item 3: Election of Director
Clause 13.5 of the Company's Constitution provides that at each annual general meeting, one third of directors (except for the managing director), or if their number is not a multiple of three then the number nearest to but
not exceeding one third, shall retire from office and may submit themselves for re-election. The directors to retire in every year shall be those who have been longest in office since their last election.
As such, Nathan Cher is to retire at the Annual General
Meeting and is seeking re-election:
Nathan Cher is a co-founder of the Company and has experience in developing and leveraging systems and technology to improve customer service. He was formerly a co-founder and director of Com Tech Communications Pty Ltd and other private companies. Nathan Cher is the current chairman of the Company.

Special Business

Item 4: Approval of the change of Company name
The Company wishes to change its name from 'RUN Corp Limited' to 'Real Estate Corp Limited' to more accurately reflect the intention to build a diversified Real Estate Group.
While the Company's property management and sales business will still be known as RUN Property, the proposed change in name reflects the fact that the holding company is now an umbrella company for a range of other real estate services, including Agentplus and Maintenance Matcher.
Item 5: Approval of the issue of Ordinary Shares to Rental Management Australia Group Limited (formerly Rental Express Group Limited)
As previously announced on 11 May 2012, the Company entered into a conditional sale agreement with Rental Management Australia Group Limited ACN 151 651 366 (formerly Rental Express Group Limited) (Rental Management) pursuant to which the Company agreed
to sell all the issued share capital of RUN Property Pty Ltd to Rental Management (RUN Property Sale Agreement).
The RUN Property Sale Agreement (as amended) provided that, in the event that the RUN Property sale did not complete, the entire $4 million deposit paid will be applied as subscription monies by Rental Management to subscribe for ordinary shares in the
Company to be issued at $0.40 per ordinary share. This would equate to the issue of 10 million ordinary shares
in the Company to Rental Management (Rental
Management Shares).
On 4 April 2013, the Company announced that the RUN Property Sale Agreement had been terminated. By agreement with Rental Management, the $4 million deposit has not yet been converted into ordinary shares in the Company. The Company expects that this conversion will occur by 8 January 2014.
The Company's shareholders approved the transaction in September 2012. Further, the Company's shareholders approved the issue of the Rental Management Shares at its annual general meeting on 22 November 2012.
However, in order for these shares to be excluded from the calculation of shares issued under Listing Rule 7.1, ASX Listing Rule 7.3.2 requires that shares be issued no later than three months after the date of the meeting at which
the issue is approved. In accordance with ASX Listing
Rule 7.3.2, the latter approval lapsed in February 2013. Because the previous shareholder approval referred to for the
issue of the Rental Management Shares has lapsed, the
Company again seeks shareholder approval for the issue of the Rental Management Shares under ASX Listing Rule 7.1.
Importantly:
• The maximum number of Rental Management
Shares is 10 million ordinary shares.
• Under the RUN Property Sale Agreement, the issue price for the Rental Management Shares will be
$0.40 per ordinary share and the Rental Management Shares will be issued to Rental Management Australia Group Limited.
• The Rental Management Shares will be ordinary shares in the Company.
• The Company expects that the allotment of the
Rental Management Shares would occur by
8 January 2014.
• A voting exclusion statement has been included in this Notice.

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