This Notice contains important information about eligibility to participate in the carsales.com Limited Pro-Rata Accelerated Renounceable Entitlement Offer (with retail rights trading) ("Offer") of new CAR fully paid ordinary shares (“New Shares”) and should be read carefully by Participants.

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, 13 March 2023.

What do I need to do and by when?

Only “Eligible Persons” (as defined in the attachment to this Notice) are entitled to exercise “Entitlements” (as that term is defined in the Retail Offer Booklet to be despatched to Eligible Persons on Wednesday, 15 March 2023 (“Retail Offer Booklet”)), which are scheduled to commence trading under ASX code CARRA on Monday, 13 March 2023. Eligible Persons that purchase Entitlements 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 Offer Information Line on 1800 850 505 (from within Australia) or +61 3 9415 4000 (from outside Australia) between 8.30am to 5.00pm (Melbourne time) Monday to Friday during the Retail Entitlement Offer Period (as that term is defined in the Retail Offer Booklet).

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.

Entitlements will trade generally on ASX. However, if Entitlements 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 Entitlements 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 Entitlements.

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

(a)        to classify Entitlements as FOR Financial Products under the ASX Settlement Operating Rules and to include Entitlements 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 Entitlements.

The following conditions apply to Entitlements:

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 Entitlements they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade Entitlements.

CAR, as Issuer of the Entitlements, 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.

Entitlements 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 Entitlements.

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

Where the holder is currently designated as "F", and wishes to hold Entitlements, 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 Entitlements.

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 Entitlements.

Participants should liaise with clients intending to purchase or hold Entitlements 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 Entitlements. 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.

Entitlements 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

Anjita Sharma, Equity Operations

Contact information

Anjita Sharma
1800 814 051
chesshelp@asx.com.au

Attachment - Definitions of “Eligible Person”, “Eligible 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 Investor.

An "Eligible Investor" means an ‘institutional’ or ‘professional’ investor (as determined by carsales.com Limited at its absolute discretion) who, if in:

• Australia (or is acquiring Entitlements or New Shares for any person who is in Australia): it is a person to whom an offer of New Shares may be made in Australia without a disclosure document or product disclosure statement (as defined in the Corporations Act 2001 (Cth)) on the basis that such a person is an “exempt investor” as defined in ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84;

• Bermuda (or is acquiring Entitlements or New Shares for any person who is in Bermuda): it acknowledges that any communications received in relation to the Offer occurred from outside Bermuda;

• Cayman Islands (or is acquiring Entitlements or New Shares for any person who is in Australia): it acknowledges that any communications received in relation to the Offer occurred from outside the Cayman Islands;

• European Union (Denmark, France, Luxembourg and the Netherlands) (or is acquiring Entitlements or New Shares for any person who is in Denmark, France, Luxembourg and the Netherlands): it 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);

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

• Japan (or is acquiring Entitlements or New Shares for any person who is in Japan): it is a Qualified Institutional Investor, as defined under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948);

• New Zealand (or is acquiring Entitlements or New Shares for any person who is in New Zealand): it (i) is an investment business within the meaning of clause 37 of Schedule 1 of the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"), (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act, (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act, (iv) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act or (v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act;

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

• Singapore (or is acquiring Entitlements or New Shares for any person who is in Singapore): it is an "institutional investor" or an "accredited investor" (as such terms are defined in the Securities and Futures Act 2001 of Singapore);

• Switzerland (or is acquiring Entitlements or New Shares for any person who is in Switzerland): it is a “professional client” within the meaning of article 4(3) of the Swiss Financial Services Act (“FinSA”) or have validly elected to be treated as a professional client pursuant to article 5(1) of the FinSA;

• United Arab Emirates, excluding financial zones (or is acquiring Entitlements or New Shares for any person who is in the United Arab Emirates): it is a “qualified investor” (as defined in the Securities and Commodities Authority Board of Directors' Chairman Decision No. 37 RM of 2019, as amended);

• United Kingdom (or is acquiring Entitlements or New Shares for any person who is in the United Kingdom): it is (i) a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation (2017/1129/EU), replacing Section 86(7) of the UK Financial Services and Markets Act 2000; 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; or

• A country not listed above and with the written consent of CAR (or is acquiring Entitlements or New Shares for any person who is such country), it is an institutional or professional investor to whom an offer of New Shares may be made without registration, lodgement of a formal disclosure document or other formal filing in accordance with the laws of that particular foreign jurisdiction (except to the extent CAR is willing to comply with such requirements), 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 (to the extent such persons will be holding Entitlements or New Shares for the account or benefit of a person in the United States), that person meets certain eligibility criteria determined by CAR and the underwriters of the Offer.

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

• is a registered holder of an ordinary share in carsales.com Limited (“Share”) as at the Record Date (being 7.00pm (Melbourne time) on 13 March 2023);

• has a registered address in Australia or New Zealand recorded on the carsales.com Limited share register or, if located outside Australia or New Zealand, is an Eligible Investor;

• 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 Shares and are acting for the account or benefit of such person in the United States);

• was not invited to participate (other than as nominee), or was otherwise ineligible to participate, in the institutional component of the Offer; and

• is eligible under all applicable securities laws to receive an offer under the Offer without any requirement for a prospectus, product disclosure document or offer document to be lodged or registered.

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 (to the extent such person holds or will be holding Entitlements 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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