The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective Monday, 17 May 2021.

What do I need to do and by when?

Only “Eligible Persons” (as defined in the attachment to this Notice) are entitled to exercise “Retail Entitlements” (as that term is defined in the Retail Offer Booklet to be despatched to Eligible Persons on Wednesday, 19 May 2021), which are scheduled to commence trading under ASX code CARR on Monday, 17 May 2021. Eligible Persons that purchase CAR Financial Products will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from your stockbroker or by calling the Carsales.com Limited Shareholder Offer Information Line on 1800 102 368 (from within Australia) or +61 3 9415 4195 (from outside Australia) between 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.

CAR reserves the right to reject any Appendix E – Entitlement and Acceptance Form that it believes comes from a person who is not an Eligible Person.

CAR Financial Products will trade generally on ASX. However, if CAR Financial Products are purchased in a transaction on ASX by a person that is not an Eligible Person (each, an "Excluded Investor"), such Excluded Investors will not be entitled to exercise those CAR Financial Products to subscribe for New Shares. Further, any "Excluded U.S. Investor", as that term is defined in the attachment to this Notice, will not be entitled to acquire, hold or trade any CAR Financial Products.

To ensure that foreign ownership restrictions can be monitored, that Excluded U.S. Investors do not acquire, hold or trade CAR Financial Products and that Excluded Investors do not exercise any right to subscribe for New Shares, ASX Settlement has agreed:

(a)       to classify CAR Financial Products as FOR Financial Products under the ASX Settlement Operating Rules and to include CAR Financial Products in Schedule 1 of the ASX Settlement Operating Rules Procedures; and

(b)       to implement certain additional procedures as contemplated in Guidance Note 13 of the ASX Settlement Operating Rules (Financial Products subject to Foreign Ownership Restrictions) in relation to CAR Financial Products.

The following conditions apply to CAR Financial Products:

Foreign Person

A “Foreign Person” is an “Excluded Investor” as that term is defined in the attachment to this Notice.

Level of Foreign Ownership

The relevant Foreign Person ownership level is zero.

This means that no Excluded Investor, as that term is defined, may exercise any right to subscribe for New Shares for any CAR Financial Products they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade CAR Financial Products.

CAR, as Issuer of the CAR Financial Products, has agreed to be bound by the additional obligations of an Issuer of FOR Financial Products under Rule 5.18 of the ASX Settlement Operating Rules.

CAR’s Financial Products are being offered and will be traded on the ASX market in reliance on the safe harbour provisions of Regulation S under the U.S. Securities Act of 1933, as amended. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to CAR Financial Products.

Where a holder is currently designated as "F" or "M", that person cannot exercise any right to subscribe for New Shares for any CAR Financial Products they purchase or hold.

Where the holder is currently designated as "F", and wishes to hold CAR Financial Products, but is not an Excluded U.S. Investor, a new holder record should be established for that holder designated as "D" for the purposes of holding CAR Financial Products.

Where a holder is currently designated as "F" or "M", and is an Excluded U.S. Investor, that person cannot acquire, hold or trade any CAR Financial Products.

Participants should liaise with clients intending to purchase or hold CAR Financial Products and make all necessary enquiries to ensure that those clients who are Excluded Investors are made aware that they cannot exercise any right to subscribe for New Shares and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire, hold or trade any CAR Financial Products. Failure to do so may result in client loss. Similarly, Participants may be liable for any failure to establish a new Holder Record designated as “D” or effect a change of residency indicator where it is necessary.

CAR Financial Products cannot be acquired or held by an Excluded U.S. Investor in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by CAR as set out under the ASX Settlement Operating Rules. Please refer to the attachment below for more information and definitions.

Need more information?

Issued by

Eldon Hernando, Equity Operations

Contact information

Eldon Hernando
1800 814 051
chesshelp@asx.com.au

Attachment - Definitions of “Eligible Person”, “Eligible New Investor”, “Eligible Retail Shareholder”, "Excluded Investor", "Excluded U.S. Investor" and United States

An "Eligible Person" is a person who, as determined by Carsales.com Limited at its absolute discretion:

•           is an Eligible Retail Shareholder; or

•           is an Eligible New Investor.

An "Eligible New Investor" means any person who satisfies certain ‘institutional’ or ‘professional’ investor criteria, as determined by Carsales.com Limited at its absolute discretion, is in:

•               Australia;

•               New Zealand;

•               Canada (or is acquiring Retail Entitlements or New Shares for any person who is in Canada), where each relevant person is an "accredited investor" as defined in National Instrument 45-106 – Prospectus Exemptions;

•               Hong Kong (or is acquiring Retail Entitlements or New Shares for any person who is in Hong Kong), where each relevant person is a "professional investor" as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;

•               Norway (or is acquiring Retail Entitlements or New Shares for any person who is in Norway), where each relevant person is a "professional client" as defined in Norwegian Securities Trading Act of 29 June 2007 no. 75;

•               Singapore (or is acquiring Retail Entitlements or New Shares for any person who is in Singapore), where each relevant person: (i) is an "institutional investor" or an "accredited investor" (as such terms are defined in the Securities and Futures Act of Singapore ("SFA")) and (ii) will acquire the Retail Entitlements or New Shares in accordance with applicable provisions of the SFA;

•               Switzerland (or is acquiring Retail Entitlements or New Shares for any person who is in Switzerland), where each relevant person is a "professional client" within the meaning of article 4(3) of the Swiss Financial Services Act ("FinSA") or has validly elected to be treated as a professional client pursuant to article 5(1) of the FinSA;

•               United Arab Emirates (excluding the Abu Dhabi Global Market and Dubai International Financial Centre) (or is acquiring Retail Entitlements or New Shares for any person who is in United Arab Emirates (excluding the Abu Dhabi Global Market and Dubai International Financial Centre)), where each relevant person is a “qualified investor” (as defined in the Securities and Commodities Authority Board of Directors' Chairman Decision No. 37 RM of 2019, as amended);

•               the United Kingdom (or is acquiring Retail Entitlements or New Shares for any person who is in the United Kingdom), where each relevant person is: (i) a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation ; and (ii) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended,

•               Denmark, France, Luxembourg or the Netherlands (or is acquiring the Entitlements or New Shares for any person who is in Denmark, France, Luxembourg or the Netherlands), where each relevant person is a "qualified investor" (as defined in Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union);

provided that in each case, such person is not in the United States and is not acting for the account or benefit of a person in the United States.

An "Eligible Retail Shareholder" is a person who, as determined by Carsales.com Limited at its absolute discretion:

•               is a registered holder of a Share as at the Record Date (being 7.00pm (Sydney time) on 17 May 2021);

•               has a registered address on the Carsales.com Limited share register in Australia or New Zealand;

•               is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Securities for the account or benefit of such person in the United States);

•               was not invited to participate (other than as nominee, in respect of other underlying holdings) under the institutional component of the Offer, and was not treated as an ineligible institutional shareholder under the institutional component of the Offer; and

•               is eligible under all applicable securities laws to receive an offer under the Offer,

provided that, if such a person (including a nominee or custodian) is acting for the account or benefit of a person in the United States, it may not participate in the Retail Entitlement Offer on behalf of such a person.

An "Excluded Investor" means any person who, as determined by Carsales.com Limited at its absolute discretion, is not an Eligible Person, and for the avoidance of doubt includes an Excluded U.S. Investor.

An “Excluded U.S. Investor” means any person who, as determined by Carsales.com Limited at its absolute discretion, is in the United States or is acting for the account or benefit of a person in the United States.

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

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